April 10, 1997


Daewoo Electronics Co., Ltd.
c/o Mr. Kwi-Hyen Nam
Mr. Tak-Myung Kang
Mr. Chul Lee
C. P. O. Box 8003
Seoul, Korea

Gentlemen:

I am pleased to send you this letter confirming the agreement between Emerson
and Daewoo regarding the sale of Emerson Radio branded video and TV products
manufactured by Daewoo for the U.S. market.

I have taken the liberty of outlining below the points of our deal as I
understand them.  After reading the information below, please sign this letter
in the space provided as confirmation of your agreement.

1.   Emerson will procure business in the U.S. for Daewoo and the products will
be shipped under the Emerson Radio brand name.  Wal-Mart will not be included
until the license with Orion has ended.

2.   Our working groups have agreed to make the Daewoo products listed on the
attached Exhibit available for sale to certain U.S. accounts under the Emerson
Radio brand name, subject to the procedures set forth in paragraph 6 below.

3.   All orders will be written directly to Daewoo which will be responsible for
order processing, shipment, credit, collections, and after sale service.  Daewoo
will also be responsible for returns and returns processing for all products
sold under this program, and all sales will be subject to Daewoo's return for
credit policy.

4.   Daewoo will pay Emerson the commission set forth on the attached Exhibit
for Emerson's sales and marketing  services. The commissions will be due monthly
on invoiced sales of the product to     U.S. retailers and payable to Emerson 15
days after each month end.  However, the commissions will be calculated on a net
sales basis and adjusted to reflect returns in subsequent periods when such
returns can be accounted for.


Daewoo Electronics Co., Ltd.
April 10, 1997
Page 2


5.   As we agreed, Emerson will be responsible for any commissions it pays to
its sales representatives to acquire the business covered by this arrangement.

6.   Emerson agrees that it will coordinate with DECA concerning the
solicitation of each U.S. account and the pricing and credit terms for that
account.  Since both Emerson and Daewoo will continue to sell other products in
the U.S. market, all decisions as to accounts, including all orders, must be
acceptable to both  DECA and Emerson, and, to the extent credit terms are
applicable, Daewoo Credit Management.  All such information shall be held
confidential.

7.   This agreement shall remain in effect for a 4-year period ending March 31,
2001.  Either Emerson or Daewoo may terminate this agreement, in their
respective discretions, on 90 days' prior written notice to allow for the
closure of inventories and other related matters.  However, if this agreement is
so terminated, Emerson hereby gives Daewoo authorization to ship all production
previously sold by Emerson to the date of termination even though merchandise
may be shipped after the agreement has ended.  Daewoo will  be responsible for
paying Emerson its commissions on such shipments.

     In the event any inventory is remaining after the 90 day period, Daewoo
shall, subject to Emerson's right to purchase such inventory, have the right to
sell such inventory at its discretion.  Daewoo shall not pay Emerson its
commissions on such sales.

8.   Emerson will have, in its discretion, the right to protect the integrity of
its trademarks.

9.   All matters relative to this agreement including pricing and credit terms
will be held in confidence.



Daewoo Electronics Co., Ltd.
April 10, 1997
Page 3



I feel that the working groups of Emerson and DECA have established a fine
working relationship and I believe our efforts will be very successful for both
companies.

I would like to thank you for your help and patience over the last several
weeks.

                              EMERSON RADIO CORP.



                              By:  /s/ Geoffrey P. Jurick
                                   Geoffrey P. Jurick,
                                   Chairman

GPJ/cs

Agreed and Accepted by:



/s/  Tak-Myung Kang                          April 22, 1997
Daewoo Electronics Co., Ltd.                 Date

Tak-Myung Kang
M. Director
VCR Div.